| Long-term Debt [Text Block] |
10. LONG
TERM DEBT
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February
29, 2012
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May
31, 2011
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At
February 29, 2012, long-term debt consists
of:
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KeHE
Loan,(a)
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$
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770,000
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$
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770,000
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Long-Term
Loan,(b)
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3,500,000
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3,000,000
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Debt
Discount, (c)
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(146,492
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)
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(279,620
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)
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Total
debt
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$
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4,123,508
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$
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3,490,380
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Less
current portion
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(250,000
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)
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(202,256
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)
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Long
term debt
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$
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3,873,508
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$
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3,288,124
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(a)
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On
or about February 11, 2011, the Company
entered into a three-year marketing and
distribution agreement granting KeHE
Distributors LLC the exclusive rights to
distribute into retail outlets all
Artisanal products with primary focus on
the Company's 16-cheese CheeseClock
program. KeHE's exclusivity is dependent
upon KeHE meeting specific minimum annual
sales. Under the agreement, KeHE earns a
commission of five percent (5%) on all
net sales to accounts serviced by KeHE
and may also earn stock options upon
meeting specified sales thresholds over
the term of the agreement (See Notes to
Financials, Note 10, Shareholders Equity
for details). The agreement further
provides that KeHE will loan up to
$520,000 to the Company to facilitate the
purchase of inventory required for the
KeHE accounts and that KeHE will advance
up to an additional $100,000 of marketing
funds to be used for in-store
demonstrations and related marketing
costs. The loan bears interest at a rate
of 3-Month LIBOR plus 5% to be paid
quarterly and is secured by the Company's
accounts receivable and inventory. For so
long as any amounts remain outstanding
under the loan or KeHE maintains its
exclusive distributor status and meets
its annual minimum purchases, the Company
may not incur any debt or issue any
additional common stock without
KeHE’s consent, which consent shall
not be unreasonably withheld. As of May
2011, the Company had drawn down $520,000
of the total amount permitted under the
agreement. In May 2011, it borrowed an
additional $250,000 from KeHE to be
repaid within 60 days. For this reason,
$250,000 of the KeHE loan is reported
under Notes Payable. As an inducement for
making this additional loan, the Company
modified the vesting terms of
KeHe’s 4,880,000 options, which
were to be earned based on certain
product purchase thresholds. Upon the
execution on May 9, 2011, of the amended
Marketing and Distribution Agreement,
KeHe became fully vested on 440,000 three
year options exercisable at $.30 a share.
The fair market value of these options,
utilizing the Black Scholes model, was
$75,386. These costs were amortized over
60 days. The remaining 4,440,000 of
options to be earned for future purchases
of inventory were to become fully vested
on August 22, 2011, if the $250,000 was
not repaid. The additional funds were not
repaid and the remaining options vested.
The fair market value of these options,
utilizing the Black Scholes model, was
$976,628 all of which was expensed
immediately. The principal of $770,000 is
now due in May 2014. As of February 29,
2012, the total amount due under the KeHE
Agreement including interest is
$808,005.
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(b)
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On
or about February 22, 2010, the Company
entered a loan agreement with one of its
preferred shareholders and term loan
participants (the "Lender") for a loan of
$2.5 million (the "Long Term Loan").
On specified dates since then, the Long
Term Loan has been increased by a total of
$1,000,000. The original loan
was conditional upon the Lender obtaining a
first security position on all of the
Company's assets. The loan was
also conditional upon the Company's
repurchase from Lender and its affiliate of
500,000 shares of the redeemable
convertible preferred stock held by them
collectively, repayment to the Lender of
amounts Lender had previously advanced to
Borrower under the Term Loan agreement
(discussed above), and issuance to Lender
of 9,275,000 shares of the Company's $.001
par value common stock representing twenty
percent of the Company's outstanding common
stock on a fully-diluted basis. The
maturity date of this Long Term Loan is
February 2013. As of February 29,
2012, the total amount due under the Long
Term Loan including interest is
$3,690,050.
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(c)
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A
unamortized debt discount attributed to
the Long-Term Loan as of February 29,
2012 and May 31, 2011 was $146,492 and
$279,620, respectively.
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13.
LONG
TERM DEBT
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2011
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2010
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At
May, long-term debt consists of:
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KeHE
Loan,(a)
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$
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770,000
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$
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-0-
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Long-Term
Loan,(b)
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3,000,000
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2,500,000
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Term
Loans (Note 8)
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-
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924,000
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Debt
Discount, (c)
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(279,620
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)
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(437,370
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)
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Total
debt
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$
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3,490,380
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$
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2,986,630
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Less
current portion
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(202,256
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)
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-
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Long
term debt
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$
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3,288,124
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$
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2,986,630
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(a)
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On
or about February 11, 2011, the Company entered
into a three-year marketing and distribution
agreement granting KeHE Distributors LLC the
exclusive rights to distribute into retail
outlets all Artisanal products with primary focus
on the Company's 16-cheese CheeseClock
program. KeHE's exclusivity is
dependent upon KeHE meeting specific minimum
annual sales. Under the
agreement, KeHE earns a commission of five
percent (5%) on all net sales to accounts
serviced by KeHE and may also earn stock options
upon meeting specified sales thresholds over the
term of the agreement (See Notes to Financials,
Note 14, Shareholders Equity for
details). The agreement further
provides that KeHE will loan up to $520,000 to
the Company to facilitate the purchase of
inventory required for the KeHE accounts and that
KeHE will advance up to an additional $100,000 of
marketing funds to be used for in-store
demonstrations and related marketing
costs. The loan bears interest at a
rate of 3-Month LIBOR plus 5% to be paid
quarterly and is secured by the Company's
accounts receivable and inventory. For
so long as any amounts remain outstanding under
the loan or KeHE maintains its exclusive
distributor status and meets its annual minimum
purchases, the Company may not incur any debt or
issue any additional common stock without
KeHE’s consent, which consent shall not be
unreasonably withheld; except that the Company is
permitted under the agreement to sell or
otherwise issue the remaining 1,135,000 shares of
its Series A Preferred Stock. As of
May 31, 2011, the Company had drawn down $520,000
of the total amount permitted under the
agreement. In May 2011, it borrowed an additional
$250,000 from KeHE to be repaid within 60
days. For this reason, $250,000 of the
KeHE loan is reported under Notes Payable. As an
inducement for making this additional loan, the
Company modified the vesting terms of
KeHe’s 4,880,000 options, which were to be
earned based on certain product purchase
thresholds. Upon the execution, May 9th,
2011, of the amended Marketing and Distribution
Agreement, KeHe became fully vested on 440,000
three year options exercisable at $.30 a share.
The fair market value of these options, utilizing
the Black Scholes model, was $75,386. These costs
are being amortized over 60 days, hence as at May
31, 2011 there remained $47,744 of unamortized
debt discount costs. The remaining 4,440,000 of
options were to vest over the next 105 days if
the $250,000 was not repaid. As of the date of
this filing, the additional funds have not been
repaid and the remaining options vested. The
Company is currently renegotiating the vesting
terms of these 4,880,000 of options as well as
extending the due date of the $250,000.
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(b)
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On
or about February 22, 2010, the Company entered a
loan agreement with one of its preferred
shareholders and term loan participants (the
"Lender") for a loan of $2.5 million (the "Long
Term Loan"). The loan was conditional
upon the Lender obtaining a first security
position on all of the Company's assets subject
only to the priority security interest of
Terrence Brennan and Marvin Numeroff in certain
intellectual property of the
Company. This required the assignment
by Summit Financial Resources LLP to the Lender
of Summit's factoring facility dated February 18,
2009 (See Note 8, Notes Payable). The
loan was also conditional upon the Company's
repurchase from Lender and its affiliate 500,000
shares of the redeemable convertible preferred
stock held by them collectively, repayment to the
Lender of amounts Lender had previously advanced
to Borrower under the term loan agreements
(discussed above), and issuance to Lender of
9,275,000 shares of the Company's $.001 par value
common stock representing twenty percent of the
Company's outstanding common stock on a
fully-diluted basis. The maturity date
of this Long Term Loan is February 2013. As
of May 27, 2011, the Company increased the Long
Term Loan by $500,000. As of May 31, 2011, the
total amount owed under the Long-Term Loan
including interest is $3,281,446.
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(c)
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A
unamortized debt discount attributed to the
Long-Term Loan as of May 31, 2011 and 2010 was
$231,875 and $437, 370, respectively.
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Five-Year
Maturity of Debt Schedule
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Principal
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Fiscal
2011
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1,294,000
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Fiscal
2012
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Fiscal
2013
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3,520,000
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Fiscal
2014
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-
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Fiscal
2015
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-
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Total
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4,814,000
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Such
five year maturity schedule of debt is exclusive of the
$279,620 of unamortized debt discount.
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